Milbank LLP advised the joint global coordinators and joint bookrunners in connection with ESENTIA Energy Development, S.A.B. de C.V.’s (“ESENTIA”) (BMV: ESENTIA) US$2 billion aggregate principal amount debt issuance in the US capital markets, comprising an inaugural US$1 billion 6.125% senior notes due 2033 and US$1 billion 6.500% senior notes due 2038. The proceeds were used to fully repay approximately US$2.1 billion of existing project-level debt across four of ESENTIA’s operating subsidiaries. BofA Securities, Inc., Citigroup Global Markets Inc. and ING Financial Markets LLC acted as joint global coordinators and joint international bookrunners.
Milbank also advised BofA Securities and Citigroup as joint dealer managers and solicitation agents in connection with funding a concurrent cash tender offer to purchase its 6.375% senior secured notes due 2038 issued by its subsidiary, ESENTIA Gas Enterprises, S. de R.L. de C.V.
Milbank simultaneously advised BofA Securities, Citigroup Global Markets and ING Capital LLC as joint lead arrangers and joint bookrunners in connection with a US$600 million revolving credit facility for ESENTIA.
ESENTIA is Mexico's largest privately owned natural gas pipeline operator, owner and operator of the Wahalajara system – an approximately 2,000 km interconnected pipeline network connecting the Waha Hub in West Texas to the industrial and power generation centers of Central-Western Mexico.
The Milbank deal team was led by Corporate Finance and Securities partner Adam Brenneman, along with associates Mackenzie Martin, Mauricio Nieto Jaramillo, Allison Mahoney, Pamela Molina and Ronny Vaisman. The team also included Tax partner Andrew Walker and associate Michelle Song, Global Risk & National Security partner Bijan Ganji and associate Bridget Golob advising on sanctions matters and Executive Compensation and Employee Benefits partner Joel Krasnow advising on ERISA matters. Project, Energy and Infrastructure Finance partner Rhys Howard and associates Ana Bueno and Sebastian Leon Nunez assisted on coordinating the repayment of the project debt.
